OceanFirst Financial Corp. (OCFC) entered a merger agreement on December 29, 2025, to acquire Flushing Financial Corporation (FFIC) in an all-stock deal valued at $958.63 million.
Flushing stockholders will be entitled to receive 0.85x of a share of OceanFirst common stock for each share of Flushing common stock, valuing Flushing at approximately $16.65 per share, representing a 1.41% discount from the stock’s last close.
Flushing is a New York-based bank holding company for Flushing Bank, providing commercial and consumer banking services, including deposits, loans, cash management, and real estate lending, through branches across New York City and Long Island, with about $9 billion in total assets and approximately $7.2 billion in deposits.
OceanFirst is a New Jersey-based bank holding company that provides commercial and consumer banking services, including lending, deposit products, and wealth management, serving business and retail customers across New Jersey and major East Coast metropolitan markets, with approximately $14.3 billion in assets and $11.6 billion in deposits.
The strategic acquisition accelerates OceanFirst’s organic growth in New York by expanding its presence across the five boroughs of Suffolk, Nassau, Queens, Brooklyn, and Manhattan.
The combined company is expected to have about $23 billion in assets, $17 billion in loans, and $18 billion in deposits, operating through 71 retail branches.
OceanFirst also announced that it has entered into an investment agreement with affiliates of funds managed by Warburg Pincus, which have committed to invest $225 million in newly issued equity securities, subject to the closing of the merger.
After the transaction is completed, Flushing stockholders are expected to own about 30% of the combined company, Warburg Pincus about 12%, and current OceanFirst stockholders about 58%.
OceanFirst CEO Christopher Maher will serve as CEO of the combined holding company. Flushing CEO John Buran will become non-executive Chairman of the Board.
The combined company’s board will have 17 directors, including 10 from OceanFirst, six from Flushing, and one designated by Warburg Pincus.
In the equity raise, OceanFirst will sell about 9.7 million shares of common stock to Warburg Pincus at $19.76 per share, along with non-voting shares that are economically equivalent to about 1.7 million common shares at the same price.
OceanFirst will also issue Warburg Pincus warrants to purchase additional non-voting shares, equivalent to approximately 11.4 million common shares. The warrants last seven years and generally cannot be exercised for the first three years. They must be exercised if OceanFirst’s stock price reaches $30 per share for 20 days within 30 days.
The deal is expected to close in the second quarter of 2026. The equity capital raise is expected to close concurrently with the merger.
Flushing was advised by Piper Sandler as financial advisor and Hughes Hubbard & Reed as legal counsel. OceanFirst received financial advice from Keefe, Bruyette & Woods, a Stifel Company, and legal counsel from Simpson Thacher & Bartlett.
OceanFirst is paying 0.75 times the tangible book value for Flushing.
For further details on this merger and acquisition transaction, visit the Deal Metrics page here:
Deal Metrics for the acquisition of Flushing Financial Corporation (FFIC) by OceanFirst Financial Corp. (OCFC)
The Deal Metrics page for each merger or acquisition includes:
– A spread history chart of the merger from announcement through eventual completion or failure.
– Every event as the merger progresses through the expiration of the HSR period, various regulatory approvals, shareholder votes, etc.
– News and SEC filings.
– A history of deal updates.
– And a whole lot more.
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Editor’s Note: Baranjot Kaur contributed to this article